FORM 8-K


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   Form 8-K
                                Current Report


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report
September 4, 1997

                          FIRST REPUBLIC BANCORP INC.
                          ---------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                    0-15882                  94-2964497
          --------                    -------                  ----------
(State or other jurisdiction        (Commission               (IRS Employer
 of incorporation)                   File Number)            Identification No.)



                               388 Market Street
                             San Francisco, CA  94111
                             ------------------------
              (Address of principal executive office) (Zip Code)


                                (415) 392-1400
                                --------------
             (Registrant's telephone number, including area code)


                                Not applicable
                                --------------
          (Former name, former address, if changed since last report)







Item 5.  Other Events

First  Republic  Bancorp  Inc.  hereby  files with the  Securities  and Exchange
Commission  (the  "Commission")  its press  release,  dated  September  3, 1997,
announcing that its stockholders have approved the corporate reorganization that
will eliminate the existing holding company structure and effects the conversion
to a  commercial  bank of the  newly  restructured  company  to be  named  First
Republic Bank.  Such  reorganization  is expected to be effective  September 12,
1997.





                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                      First Republic Bancorp Inc.
                                      (Registrant)



Date: September 4, 1997               /s/Willis H. Newton, Jr.
                                      --------------------------
                                      Willis H. Newton, Jr.
                                      Senior Vice President and
                                      Chief Financial Officer






         First Republic's Stockholders Approve Holding Company Merger
                      and Conversion to a Commercial Bank

                                                                    NYSE - FRC

      San  Francisco,  California - September 3, 1997 - First  Republic  Bancorp
Inc.   announced  today  that  its   stockholders   have  approved  a  corporate
reorganization  that will eliminate its existing  holding  company  structure by
merging the holding  company into its sole  subsidiary  and also will effect the
conversion  of the  subsidiary  to a  commercial  bank.  The newly  restructured
corporation will be named First Republic Bank.

      Each  outstanding  share of First  Republic  Bancorp's  common  stock will
automatically be converted into one share of First Republic Bank common stock on
the date the merger becomes  effective  (presently  expected to be September 12,
1997).  The shares will continue to trade on the New York Stock Exchange and the
Pacific Exchange under the "FRC" symbol.

      "With their vote, our Stockholders have supported our effort to expand the
products and services we can offer our customers in California and Nevada," said
James H. Herbert,  II, President and Chief Executive Officer of the Company. The
conversion will permit First Republic Bank to offer a broader range of financial
services,  including  demand  deposit  checking  accounts  to  corporations  and
partnerships.

     Mr.  Herbert  noted that the  reorganization  and  removal  of the  holding
company  would   "eliminate   redundant   activities  and  lead  to  managerial,
operational and administrative efficiencies."

       First Republic  Bancorp has total assets of $2.2 billion and functions as
a direct lender as well as a mortgage  banker through its  FDIC-insured,  Nevada
chartered  thrift  company  subsidiary.  First  Republic  provides both loan and
deposit services from thirteen locations in San Francisco,  Los Angeles, Beverly
Hills and San Diego, California and in Las Vegas, Nevada.

                                   # # # #
For further information call:
Mr. Owen Blicksilver
Principal Communications
875 3rd Avenue
New York, NY 10022
(212)303-7603